Securities & Futures Commission of Hong Kong

Takeovers and mergers

In Hong Kong, any takeover, merger, privatisation and share repurchase activities affecting public companies are regulated by the Codes on Takeovers and Mergers and Share Buy-backs (the Codes) which are issued by the SFC in consultation with the Takeovers and Mergers Panel.

The Codes are designed to afford fair treatment of shareholders by:

  • requiring equality of treatment of shareholders;
  • mandating disclosure of timely and adequate information to enable shareholders to make an informed decision as to the merits of an offer; and
  • ensuring there is a fair and informed market in the shares of companies affected by takeovers, mergers, privatisations and share buy-backs.

The Codes provide an orderly framework within which takeovers, mergers, privatisations and share buy-backs activities take place. While having no force of law, the Codes represent a consensus of opinions among Hong Kong market participants and the SFC regarding standards of commercial conduct and behaviour considered acceptable for takeovers and mergers, privatisations and share buy-backs. The Codes are framed in non-technical language so far as possible.

Companies subject to the Codes are:

  • public companies in Hong Kong;
  • companies with a primary listing of their equity securities in Hong Kong; and
  • real estate investment trusts with a primary listing of their units in Hong Kong.

Click here for a list of secondary listed companies in Hong Kong that are not subject to the Codes.

To find out more about takeovers and mergers related matters, please select topics from the left navigation.

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